PURCHASE OF GOODWILL AGREEMENT
THIS PURCHASE OF GOODWILL AGREEMENT (this "Agreement") is entered into
effective this 1st day of June, 1998, by and among AUTO NETWORK USA, INC., an
Arizona corporation ("ANET"), AUTO NETWORK USA OF NEW MEXICO, INC., New Mexico
corporation ("ANET-NM") and JBS, LLC, a New Mexico limited liability company
("JBS").
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which is hereby acknowledged by the parties, the parties agree as follows:
1. PURCHASE OF GOODWILL. In consideration for and in exchange for the
goodwill which ANET-NM is receiving from JBS, JBS shall receive stock
in ANET, the parent of ANET-NM, as follows:
(a) Upon execution of this Agreement, 266,667 shares of the voting
common stock of ANET shall be issued to JBS, and held in
escrow, subject to a one (1) year holding period (Rule 144
restriction). These shares are subject to forfeiture only if
ANET-NM is not doing business as of June 1, 1999.
(b) Up to 266,667 shares of the voting common stock of ANET shall
be issued to JBS upon the timely completion of the audit of
ANET-NM as of March 31, 1999 (for the period June 1, 1998
through March 31, 1999). If Pre-Tax Earnings of ANET-NM (as
defined below) equal or exceed $60,000 for this period, all
266,667 shares of the voting common stock of ANET shall be
automatically issued to JBS, subject to a one (1) year holding
period (Rule 144 restriction). If Pre-Tax Earnings of ANET-NM
are less than $30,000 for the period ended March 31, 1999, JBS
shall be deemed to have forfeited the entire 266,667 shares.
If Pre-Tax Earnings of ANET-NM are between $30,000 and
$59,999, JBS shall receive a pro-rata share of the 266,667
shares. By way of example, if Pre-Tax Earnings of ANET-NM are
$45,000, JBS shall earn and be immediately issued 133,333.5
shares of voting common stock of ANET.
(c) Up to 266,666 shares of voting common stock of ANET shall be
issued to JBS upon timely completion of the audit of ANET-NM
as of March 31, 2000 (for the period April 1, 1999 through
March 31, 2000). If Pre-Tax Earnings of ANET-NM equal or
exceed $120,000 for said period, all 266,666 shares shall be
automatically issued to JBS subject to a one (1) year holding
period (Rule 144 restriction). If Pre-Tax Earnings of ANET-NM
are less than $60,000, JBS shall be deemed to have forfeited
the entire 266,666 shares. If Pre-Tax Earnings of ANET-NM are
between $60,000 and $119,999, JBS shall receive a pro-rata
share of the 266,666 shares. By way of example, if Pre-Tas
Earnings of ANET-NM are $90,000, JBS shall earn and be
immediately issued 133,333 shares of voting common stock of
ANET.
The parties agree that goodwill of JBS being acquired by ANET-NM has a fair
market value of TWENTY CENTS ($.20) per share.
For purposes of (b) and (c) above, "Pre-Tax Earnings" shall be defined as
follows: all income and earnings of ANET-NM, less the direct operating expenses
for ANET-NM including, without limitation: interest expense to ANET, and other
third party lenders; insurance coverage for the vehicles purchased in the
business; rent, utilities and taxes to be paid under a lease to G & B
Investments LLC; cost of personnel; costs of legal and accounting as contracted
by JBS; cleaning and supplies; and telephone expenses. Pre-Tax Earnings shall
NOT include any expenses or allocations by ANET for consulting, managerial,
auditing or otherwise. In other words, ANET-NM's Pre-Tax Earnings shall be
completely separate from those of ANET.
2. RESTRICTIONS ON STOCK. All of the shares of the voting common stock of
ANET to be issued to JBS shall be subject to the Securities and
Exchange Commission Rule 144 one (1) year holding period. Once issued
and earned hereunder, none of the shares of ANET stock issued to JBS
shall be subject to forfeiture or other restrictions. ANET agrees that
the stock earned and issued to JBS represents four percent (4%) of the
outstanding shares of ANET, and shall only be diluted on a pro-rata
basis with all the other shareholders of ANET.
3. ESCROW. The 266,667 shares issued on June 1, 1998 shall be held in
escrow by Allegra ▇. ▇▇▇▇▇▇, P.C. until the end of the forfeiture
period, June 1, 1999.
4. OPTIONS. As additional consideration for and in exchange for further
services to be provided by JBS, JBS shall receive stock in ANET, the
parent of ANET-NM, as follows:
(a) a multiplier of five (5) options for every dollar of Pre-Tax
Earnings of ANET-NM in excess of $60,000, for the tax year
ended March 31, 1999, to be granted upon completion of a
timely audit; and
(b) a multiplier of five (5) options for every dollar of Pre-Tax
Earnings of ANET-NM in excess of $120,000, for the tax year
ended March 31, 2000, to be granted upon completion of a
timely audit.
The options shall be exercisable for a period of three (3) years from
and after the grant date, at the bid price as of March 31, 1999 or
2000, respectively. The shares represented by this option shall be
subject only to the one (1) year holding period (Rule 144 restriction).
5. MISCELLANEOUS. This Agreement shall remain in full force and effect so
long as ANET-NM remains in business. The parties may mutually agree to
terminate this Agreement at any time. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
Mexico. This Agreement may not be altered, changed, or amended except
by instrument in writing executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
as of the date first hereinabove set forth.
JBS, LLC "ANET"
a New Mexico Limited Liability Company
AUTO NETWORK USA, INC.
an Arizona corporation
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /S/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Managing Member Secretary
"ANET-NM"
/S/ ▇▇▇▇▇ ▇▇▇▇▇▇ AUTO NETWORK USA OF
Managing Member NEW MEXICO, INC.
a New Mexico corporation
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Managing Member President
